All That's Left
by Elle2109
Summary: Blair centric fic. Senior year in high school and leaving things behind to move forward. Chuck/Blair, Dan/Blair, Serena/Nate and some Blair/Nate & Dan/Serena
1. Chapter 1

This is going to be a Blair centric fic. It's going to be Chuck/Blair and Dan/Blair. I really like the idea of Dan and Blair, and this is the only way I could see them getting together. I'm also a bit Nate/Blair fan, so there is going to be some Nate/Blair, but more the other couples. I don't have any plans right now about Jenny... I'm not a big Jenny fan, but I'm also not going to say she not going to be in the fic either.

They're in the beginning of their senior year. Nate and Serena are together, but I'm not going to have them end up together (sorry for NS fans out there, but I just hate them together!). Blair and Chuck are kind of together, but kind of not (you'll see why). Vanessa will pop in, but not really a big character in the story. No Rufus or Lily, or Eric. Let me know what you think!

Chapter One: Not What It Seems

Blair walked around in a daze. She had been walking for almost an hour in her brand new black Gucci heels, ones her mother bought in vain to try and cheer her up. Her feet were killing her, and she could have easily reached into her black Chanel purse for her cell to call the car service, but she didn't. She just kept walking without ever looking where she was going.

As if by some twist of fate, or really evil plan of the higher powers she didn't believe in, her feet led her right in front of the Bass's hotel - the place where her former best friend Serena van der Woodsen was probably fooling around with her soul mate and former boyfriend Nate Archibald. It was also the place where Chuck Bass was usually up to his scheming, but he wasn't there on that disgustingly beautiful day. He wouldn't be there today, tomorrow, or any other day and Blair was left all alone as her best friend and ex-boyfriend continued to break her heart. Blair angrily scoffed at the site of the hotel and stomped off towards her own home.

She finally reached her building and examined the magnificent apartment. It was one of the most expensive and beautiful buildings in New York and the envy of most. She had everything she could ever ask for, but all the money in the world couldn't save her from the heartache she was feeling at the moment. Chuck was gone, Nate and Serena were a couple - a very affectionate in your face type couple and she had no one. Sure, she was the most popular and number one student in both Constance Billard and their brother school St. Jude's, but she literally had no one. Kati, Is, and all the other girls who were part of the "in crowd" didn't know her. No one _really_ knew her except Chuck Bass, Nate Archibald, and Serena van der Woodsen - the very people who left her.

Blair rode the elevator up to her penthouse apartment alone. The elevator chimed, signaling its destination, as the doors smoothly slid opened revealing the elegantly decorated Waldorf apartment. Eleanor had carefully decorated the place and some days Blair just wanted to break the decorative vases, or sweep the center table of its contents just to see Eleanor's reaction... or maybe let out a little bit of her rage… or maybe to add some chaos into her otherwise _perfect_ world. Today was just one of those days. But Blair wouldn't do it. No, Blair would _never_ lash out or do anything that wasn't perfect.

"Blair, is that you?" Eleanor called out with a voice full of worry.

Blair tried to sneak up to her room without being noticed, but Eleanor went to greet Blair in the foyer. She worriedly reached for her daughter and hugged her. "I was so worried sweetie. After the -"

"I just needed some time alone," Blair said cutting her mother off. She didn't want to remember where she'd been. "As you can see, I'm just fine. I'm going to go up to my room now. And I don't want to be bothered."

"Sweetheart, Nathaniel and Serena called. We're all very worried about you. They would like to stop by later and see you."

"I don't want to see anyone today. I just want to go up to my room, sleep, and forget this day ever happened. Actually, I want to forget this whole _year_ happened!"

"I know you're having a tough time, and I really think you should talk with someone, Serena perhaps? She is your best friend. Or Nate. He was very close with -"

"You want me to talk to _Serena?_" she spat out venomously. "The same Serena who couldn't keep her hands off _my_ boyfriend? Or Nate? Who couldn't be faithful to me… after a decade together? Really Mother?"

Blair stomped up to her room. "I don't want ANY visitors!" she exclaimed as she slammed her door shut.

"I hope that doesn't include me," the slick, husky voice said from behind her.

Blair shut her eyes in frustration and whispered, "What are you doing here Chuck? You're not supposed to be here."

Chuck scoffed. "Like that's ever kept me away from you."

"You're supposed to be gone," Blair said as she moved closer towards him. He was like a magnetic force. The funny thing was, she didn't mind being pulled. No matter how much he frustrated her, made her angry or cry, whenever she felt his pull she didn't resist. She tried at first, oh how she tried, and realized that it was just a waste of energy. She wanted Chuck, but more than that, she needed him and loved him. If she were really honest with herself, the few weeks they spent _together_ meant more to her than any time she spent with Nate. He was more than her friend, more than a lover, however brief it may have been… He was _Chuck Bass_.

"I decided to come back for a bit… before going away forever," he said with a shrug. "No one there's going to miss me." He chuckled at his own pathetic joke to lighten the mood.

Blair glared at his obvious attempt at a joke. "You still haven't answered my question. What are you doing here?"

Chuck closed what little distance was between them. He cupped her cheek and looked straight in her eyes. In her three-inch heels, she was the same height as he was and he saw in her eyes exactly what she had gone through the past few days. He never claimed to be a sentimental person, nor did he claim to really care about anyone other than himself, but damn if looking into her eyes brought him to his knees. He would kill to stop tears from falling down her pale cheeks, and he would slit his own wrists to stop the pain behind her beautiful brown eyes. Too bad everything he was seeing in them now was because of him, because he was –

"Well?" she whispered.

"I couldn't leave here without saying goodbye to you Blair," he said as he pressed his forehead against hers. They were together for a short period of time, starting out as two souls lost – him from constantly trying to please his father, and her trying to hold onto a relationship that was doomed from the start. They got together for all the wrong reasons, But he didn't care. He didn't care that somewhere in the back of his mind, a warning bell went off every time she was near him – warning him to stay away. Because he'd never be good enough for her, would never be enough for her. That he would only break her heart. But he didn't care. He was selfish and would take her anyway he could get her, even if it was just for a little while

"We've already been here Chuck," she whispered brokenly. "I've said goodbye to you."

Chuck shut his eyes, remembering the heartbreaking goodbye that he had to endure, had to listen to without being able to say a word. If he could turn back time and change the circumstances, he would in a heartbeat. Not so he could stay, but so he could save her from the heartbreak of having to say goodbye.

"You got to... I didn't."

Blair sighed. Classic Chuck to want to get the last word, or in this case, the last goodbye. "I suppose you're also here to say goodbye to your best friend and your step sister?" she asked as she pulled herself away from him. She needed to put some distance between them.

"I'm here for you Blair. Just you."

Blair scoffed. "For how long? How long do I get you before you're…"

"Gone?" Chuck offered.

Blair scowled at him. "I don't want you here Chuck. I've said everything that I had to say."

"What makes you think I care about whether you want me here or not? I am a Basshole remember?" he said jokingly, trying to force a smile on her face. Instead she turned her back on him.

"Why are you doing this to me?" she said with pain laced in her voice.

Chuck cursed his stupidity. He hated seeing Blair hurt, but he hated even more that he was the one hurting her. He couldn't count how many times he witnessed Nate's stupidity and how it affected Blair, and how many times he wished he owned a shotgun so he could use it on Nate. But Nate was his best friend, and Blair had loved him. Stupidly, he thought, but she loved him.

Maybe a part of him was there to say goodbye, but the selfish part of him was back to hold onto her for as long as he could, for as long as he was allowed. He walked up behind her, put his arms around her and placed a kiss on her delicate shoulder. "I'm a selfish, pompous ass. I just wanted to make sure you're okay… that you're going to be okay."

"You know what will make me okay? Come back to me Chuck. Come back to stay."

Chuck shut his eyes wishing that he was a genie allowed to grant her anything she desired. "You know I can't do that."

Blair turned around and faced him with determination in her eyes. "Then tell me what I want to hear Chuck. Tell me what I've been able to say to you, but you won't say to me."

"We've been over this a million times… I'm not going to say it. I will never say those words to you Blair." He knew he was hurting her, but he'd never tell her he loved her, because he didn't. It was so much more than that, and until he could explain it to her, he wouldn't tell her how he felt about her.

Blair backed away, feeling as those she was physically punched in the gut. Was she so horrible that no one could love her? Her best friend in the whole wide world betrayed her with her boyfriend, both who claimed to love her. The two people who were supposed to love her unconditionally didn't. She was never good enough to fit her mother's image and her father… the logical part of her brain knew her father loved and adored her, but the irrational part question how true it was. A loving father wouldn't leave his child only to see her a couple of times a year right?

"I'm done Chuck," she said as she backed away from him once again. "I'm done with you, and waiting to be loved by you. I'm done. So you can just go now."

"We're not finished Blair," he responded determinedly.

"We are Chuck. We were finished the moment decided to step on that plane and fly out of my life. Hell, we were finished the moment you decided you couldn't love me."

"I need to know that you're going to be okay. I can't stand knowing that I left you and you were -"

"I'm fine Chuck. Aren't I entitled to a little breakdown once in awhile? The thing about it is, I'm finally thinking clearly and I know what I want. It's not you. You were my step out of reality, but those things never last. I'm going back to reality now Chuck, and so should you." Who was she kidding? He wasn't a step out of reality, he _was_ her reality. He didn't try and change who she was, or disapprove of the things she did. She just hoped he wouldn't see through her lies.

Chuck glared at her. "You mean Nate? You're going back to Nate? News flash Blair, he left you. He left you for your best friend."

"At least he loved me."

"Right, he loved you so much that when he was with you, he was thinking about Serena. About the night they spent together while you were away. He pined for her for a year Blair. A year that he was supposed to be your boyfriend, the one who _loved _you."

"You don't know what you're talking about."

"Oh I do Blair. Who do you think he talked to about Serena? Who do you think knew all about how he missed her smile, the smell of her hair, and just being with her?" He knew he'd gone too far, but he needed her to see that Nate wasn't the one for her. He needed her to see that her Prince Charming was nothing but a frog in disguise.

"Get out," she whispered. "GET OUT AND STAY THE HELL AWAY FROM ME."

Chuck opened the door and walked out of her room. "We're not finished Blair." He shut the door and walked away as he saw a vase full of flowers being thrown at his head.

As the vase crashed against the door, Blair noticed the card that was with the flowers. She picked it up from the beautiful rose arrangement and only knew of one person who sent her roses.

_My dear Blair-bear,_

_I'm terribly sorry to hear about Chuck. Roman and I will be flying out to see you tomorrow. I love you dear._

_Daddy_

"Blair, honey, is everything alright?" her mother called from the bottom of the stairs. "I'm coming up."

"No! I just dropped Daddy's flowers. You don't need to come up."

"Well, I'll send Dorota to clean up the mess."

"NO!" Blair shouted. "I don't want to see anyone Mother! Not you, not Dorota, not Daddy or Roman, or Nate and Serena! NO ONE!"

Eleanor sighed as she clutched the staircase railing. She wanted to do something, and she thought she helped by calling Harold. Harold always had a special bond with Blair. He always knew what she needed, and she had a feeling that this was a problem that not even he could fix.

"I guess this is a bad time," Serena said from the front of the elevator as she clutched Nate's hand.

Eleanor turned to the two guests and offered a smile. "Nathaniel, Serena, it is nice to see you both."

"Eleanor," Nate said as he greeted her with a hug and kiss on the cheek. "How is she?"

Eleanor sighed. "She's… angry. She doesn't want to see anyone, not even Harold."

"Harold's here?" Serena asked.

"No, but his flight will be landing tomorrow morning and she had said she didn't want to see him."

"And me?" Serena asked sadly. She knew that things were never going to be the same between them. Although she had been with Chuck when her and Nate started things, she knew Blair would never be okay with them as a couple no matter how happy she was.

Eleanor looked at Serena in sympathy. "She just needs time Serena."

Serena nodded sadly. "Of course."

"We'll just come back another time," Nate said as he led Serena to the elevator.

"God, I hate this," Serena said as the elevator doors slid closed. "I hate that she's hurting. I hate that she doesn't want to talk to me and I _hate_ that Chuck's gone."

Nate pulled Serena into his arms and kissed her hair. "Give her time. This is Blair we're talking about. She's dealing with it the only way she knows how; by pushing people away. But we won't let her push us away okay. We're going to be here for her no matter how hard she pushed."

Serena removed her head from Nate's shoulder and looked up at him. "She was happy with Chuck. She was happy and moved on from you. I didn't…"

"I know. And she knows that. But that's not what this is about Serena. This is about Chuck."

Serena scoffed. "Easy for you to say. She just stopped talking to you Nate. She didn't completely cut you out of her life. She cut _me_ out of her life."

Nate sighed. "I don't want to fight with you Serena."

"We're not fighting Nate. I'm just telling you how it is. You don't get the sneers, or the blatant attempts at pretending you don't exist. It hurts Nate. She's my best friend. I just want to help her and she doesn't want me to."

"She was one of my best friends too Serena. You weren't the only one who lost someone when we got together."

Serena backed away as though she were burned. Did he regret being with her? Did he regret losing not only someone who was his best friend, but who was his girlfriend for over 10 years? "Is that how you feel?"

"What? No! I don't regret being with you Serena."

"But you regret losing Blair?"

"Don't put words into my mouth. You started this. _You_ can be sad you lost your friend, but I can't be?"

Serena knew she was being irrational. "I'm sorry. It's just everything with Blair… and Chuck… I can't -"

"I know," Nate whispered as he pulled her into his arms again. "I am too."

"Do you wanna come over?" she asked as they walked out of Blair's building.

Nate smiled at his girlfriend. "I would, but I promised my mom I'd do something for her? Rain check?"

"Sure. How about sharing a cab?"

"I was actually thinking of walking home. Clear my head…"

"Oh," Serena said sadly. "Okay. So I'll see you tomorrow?"

Nate kissed her and flagged down a cab. "We'll have breakfast."

He watched as the cab rounded the corner and retreated back to Blair's penthouse. On the elevator ride to the top floor, he thought back to Serena's question. Did he miss Blair? Of course he did. They'd been together for so long that it was crazy to _not _miss her. They had such a big history together that it was impossible for her to be completely gone from his life.

"Nathaniel," Eleanor said in surprise. "I thought you and Serena left."

"Serena had to go, but I wanted to see if I could speak with Blair."

Eleanor shook her head. "I don't think that would be such a good idea. She was very specific about not wanting to see anyone."

"Please," Nate pleaded. "I can't stand knowing that she's hurting and not do anything."

Eleanor looked at him skeptically. She wasn't sure what happened between him and her daughter, but she always loved Nathaniel like he was her son. And she knew that next to Harold, he was the one person who could make Blair feel better.

"Go ahead."

Nate wanted to jump for joy, but instead gave a smile. "Thank you. I'll just…" he trailed off as he headed for the stairs.

Nate reached Blair's door and paused before he knocked. He hadn't felt this apprehensive about talking to Blair since… Since he came to tell her about him and Serena.

"Blair," he called as he knocked slowly. "I know you're in there, and I know you're not asleep. You hate people who sleep in the middle of the day. You don't think it's very productive. Let me in."

When she didn't respond, he slid to the floor with his back against the door. "Okay. That's fine. I'll just wait here until you're ready to let me in."

Blair stared at the door from her spot on the bed. She scoffed at his pathetic attempts to get her to open the door. He could starve out there for all she cared. But he probably wouldn't. Knowing Dorota, she'd probably feed him a five course meal outside her door. She really needed to have a talk with that woman.

Blair got up from her bed and decided to get it over with. The sooner she heard what Nate had to say, the sooner she could get back to her own self pity. Who cared if Chuck was gone… or that he'd never loved her. The thought brought tears to her eyes. She cared… she cared a little too much.

"I miss him too you know," Nate said from behind the door. Her hand paused on the knob as she waited for him to say more. "He's been my best friend for so long that I don't know how… I don't know how to do this without him."

She could hear the tears in his voice and she wanted nothing more than to fling the door open and wrap her arms around him. She stopped herself before she could do something stupid like that. He wasn't hers to comfort. Not anymore.

"He loved you, you know?"

Blair slid down the door as she heard that, not trusting her knees to keep her up. _No he didn't_, she thought sadly. _Had you fooled too huh?_

"He was always on my ass about how I treated you badly.... how I should appreciate you more when we were together. I wondered what that was about. I always thought it was because we were all friends, and he respected you the most, but it was more than that. So much more than that."

They both leaned their heads against the door as they thought of their friend. Blair wondered how much Nate really knew, whether he was lying, or if he was just plain blind. Nate wondered how everything got so messed up. How he would go on without his friend.

"I'm sorry that you didn't get more time with him. But I'm glad you had him. You deserved better than what you had with me. You deserved him."

Blair stared at a single rose petal that she missed when she cleaned the mess. She fingered the softness and shut her eyes. She deserved _better_? Chuck physically _left_ her! How was that any better than being cheated on?

"I know that this probably doesn't mean much… but I am sorry. About _everything_."

Blair scoffed. She'd heard that already. Besides, she was over their betrayal. They meant nothing more to her than a random couple on the street.

"If you ever need to talk, I'm here for you Blair."

_There you go again,_ Blair thought. _Leaving me._ She listened to the retreating footsteps and then made her way to her bed. She got under the covers and sneered at the door, as though Nate were still on the other side. "Shows what you know. I'm taking a nap."

* * *

Blair woke to the warmth of someone's arms around her. She leaned into the arms and breathed deeply. _Chuck_, she thought. As the fog lifted and she fully woke, she began smacking his arm.

"What the hell are you still doing here?! I thought I locked that door."

"You think a locked door is going to keep me from you? Nate just doesn't care enough to try and get in," he said letting her know he'd known Nate was here.

"Did Nate see you?"

"Yeah, we had a nice chat on his way out," Chuck replied sarcastically.

"I don't have time to deal with you. So you need to leave me alone. Go back to Paris, or Italy, or wherever the hell you go when you -"

"What did he want?"

"Who?"

"The prince of Egypt," Chuck deadpanned. "You know who Blair. Don't play dumb, it doesn't suit you."

"He was here confessing his undying love for me," she said wanting to get a rise out of him.

"Oh yeah? Is that why he instructed the cab driver to take him to Serena's after telling you he loved you? Gotta hand it to the man. He's having his cake and eating it too."

Blair glared at him. "Actually, he was confessing _your_ undying love for me."

"I'm not playing this game with you again."

"What game?" Blair asked, anything but innocently. "There's no game. His exact words were: 'he loved you you know?' Funny how everyone else can see and _say_ it but you."

"Everyone else is wrong."

"Then we have nothing else to talk about," she said as she made her way towards the bathroom door.

Chuck grabbed her elbow before she could shut the door on him. "We have plenty to talk about. Why don't we start with Nate? What the hell are you thinking trying getting involved with him?"

"Why?" Blair sneered. "Jealous?"

"Of him? Hardly. He'll never make you happy."

"And you can?" Blair cried indignantly. "At least he's still _here_! At least he's admitted on more than one occasion that he loves me!"

"Love Blair? You really want his brand of love? The same kind of love that slept with your best friend? The same kind of love that pushed you away after sleeping with said best friend and made you feel like you did something wrong? That's what kind of love you want?!"

"No! I want to _be_ loved Chuck!"

"You are loved Blair. By your parents, Serena, hell I'll even admit that in his own twisted way Nate loves you too."

"And you?"

Chuck shut his eyes and let go of her arm. He was never going to win this one with her. "I don't want to fight with you Blair. Can you please just… I'm going to have to leave soon and I don't have much time. I want to know that you're okay."

Blair pasted on a smile. "I'm just perfect."

Chuck lightly stroked her cheek at her attempts to convince him she was okay. "I always could see past what everyone else couldn't. You're not okay Blair."

Blair's face fell as she lost the battle to remain strong. "I'm not going to be okay… I'm never going to be okay."

Chuck pulled her into his arms and held her. "You're _Blair Waldorf. _This is just a bump in the road that you're going to get over. I _need _you to get over this. I can't leave here without knowing that you're going to be okay."


	2. Chapter 2

Here's the next chapter! Thanks for the reviews. I hope you like where I'm taking this. Let me know what you think.

Chapter 2: The Yale Mixer

Dan Humphrey didn't believe in a God, or any higher power, but at that moment someone up there was having a laugh at his expense.

"I think there's been some mistake," he pleaded with the guidance counselor.

Mr. Stein looked over the records and regarded the young man in front of him. "No mistake Mr. Humphrey. You're at the top of your class."

Dan shook his head. "That's not what I'm talking about. If you look a little bit further you'll see…"

Mr. Stein scanned the file. "Ah yes, the senior project."

Dan nodded his head in relief.

"Well, all graduating seniors must compete a project of their time at St. Jude's. Is this going to be a problem?"

"No, I don't… I'm fine with the project. Just… is it really necessary to partner up with a Constance Billard girl?" _This Constance Billard girl,_ he thought glumly.

"Mr. Humphrey," he replied exasperated. "This has been a tradition of St. Jude's since the school had opened. In my 25 years at this school not one student has expressed concern over their senior project. Am I to believe that our top student of this year has a problem presenting their four years of study in half an hour to a panel?"

_They've obviously never had Blair Waldorf as their partner. _"You're right. I'm sorry. Stage fright and all…" he trailed off stupidly. "Um, just out of curiosity, are the students paired off at random?"

Mr. Stein regarded Dan in surprise. Surely _this_ couldn't have been their top student. "Of course not. We pair the students up based on rank." He paused to search through his files. "Ah yes, Ms. Waldorf has quite an impressive file. I can understand your intimidation. You're both neck and neck this year to receive top honors of both schools."

Dan was dumbfounded. Never in his wildest dreams had he thought he would be top student of both schools. Actually, he never thought he'd be vying for the spot against Blair. Who knew that 95 pounds of girly evil included a brain?

"So this project. I'm a little unclear of what we're supposed to be doing, and why we need pairs. If we're presenting our own personal four years, then why would I need to pair up?"

"Well, the project started as such, but a few years ago, the heads of the schools decided to change the format. We now pair a St. Jude's student and a Constance Billard student and have them spend the school year together, learning about each other and their perspective on the school. You will be presenting a project to the panel _on _Blair Waldorf."

"You mean…" Dan shook his head in disbelief. "I have to spend the next _nine months_ with _her?!_"

"Oh heavens no," Mr. Stein chuckled. "We don't expect our students to spend every waking moment with their partners. Just a significant amount that would allow you to get to know each other and present each others goals, weaknesses, challenges, and experiences thus far, and hopes for the future."

"Is there _any_ way that you've made a mistake? Maybe she's not the top student? Maybe I can get a different partner?"

Mr. Stein glared at Dan. "I assure you there is no mistake in her record. Or yours for that matter. You're both fairly ahead of the competition at your respective schools -"

"Mr. Stein," his secretary buzzed. "A student from Constance Billard is here to see you. A Miss Waldorf."

"Send her in Terry," he replied.

"Mr. Stein, I demand a recount! Surely there is some error in your system. There is no way my partner is Dan Humphrey! He lives in Brooklyn for God's sake!"

As Blair entered the room with determination and fire in her eyes, Dan was reminded of a documentary he saw a few nights ago. It was on black widow spiders and he specifically remembered the portion on how they ate their mates. Dan shuddered. The black widow spider had nothing on Blair Waldorf.

As if reading his mind, Blair turned and glared at Dan. _Damn straight._

"Ms. Waldorf," Mr. Stein greeted. "We have company. And as I was just telling Mr. Humphrey here, there is no mistake in our records. Think of it this way, this is a chance to get to know another student. Our past years, we've had students become close friends, students who have kept up with each other even after their years at this school. We've even had a pair of students get married!"

Blair gasped in outrage at the thought of marrying… _that._ "Mr. Stein, what kind of establishment are you running?! You've turned this exceptional school into a low class matchmaking service. You should be ashamed of yourself. I'm taking my issue with the school board."

As Blair stood up to leave, Mr. Stein held up his hand. "Sit down Miss Waldorf, and stop with the dramatics." Blair's face scrunched in frustration as she flopped down onto the chair.

"You will both complete this assignment. Am I clear?"

"Well, what can I do to change the circumstances? My father just flew in from France with a new pair of Prada loafers. Don't you just love the smell of brand new leather, straight from France? It's too bad he bought a pair a size too big," she sighed as she snuck a peek at his shoes. "I'd hate to waste such fine _size 9_ leather craftsmanship."

Mr. Stein rubbed his temples in frustration. Surely these two in front of him weren't the best and brightest both schools had to offer. "I will say this once, and only once. You are partnered together. There will be no bribing, there will be no trading. There will be you two completing your project together. Or you will both have to repeat the project during the summer and not be able to walk in the ceremony to receive your diplomas with your fellow classmates!"

Blair gasped in shock while Dan sputtered beside her. "You can't mean that Mr. Stein," Dan protested . "You can't force us to actually do this. This isn't a course we have to take. You can't prevent us from walking."

"That's where you're wrong, Mr. Humphrey. This senior project is an integral part of your education. Those who haven't completed the project up to par will not be able to attend the graduation ceremony and walk." He dug out a copy of the student manual and handed it to her. "Pg. 109 is what you're looking for."

Blair flipped through the manual and found the page he suggested. As she skimmed through the section on the senior project, she cursed. Blair shut the book and turned her most charming smile on the guidance counselor. "About those loafers…"

"I can't believe you got us kicked out of his office," Dan muttered in disbelief.

"I can't believe that I'm stuck with you. Who knew someone from Brooklyn could rise to the top?"

"I'm ignoring you now," Dan said not having the energy to fight her.

Blair scoffed. "Because you're such an important part of my circle," she spat out sarcastically. "Here's what we'll do. We'll write each other's projects. That way we won't have to deal with the other."

Dan smiled in relief. "Who knew your ability to scheme would finally be put to good use."

"Stupid project… stupid Mr. Stein… stupid Dan Humphrey… stupid -"

"Whoa there," Nate exclaimed as he caught Blair before she plowed into him. "Something on your mind."

Blair glared at Nate and moved past him. "Nothing that concerns you."

"You seem distracted," he said as he easily fell into step with her. "Maybe I can help."

"No thanks." She kept walking, trying to ignore the fact that he hadn't taken the hint to leave her alone.

"I came by to see you yesterday."

"Did you?" she asked nonchalantly. "I must have been sleeping."

Nate coughed uncomfortably. "Right. I just wanted to let you know that I'm here for you. You know, if you need me."

"Well, I don't, so you can't go now."

"Come on Blair," Nate pleaded. "You always said that next to your Dad I was always the one who could make you feel better."

Blair glared at Nate. How dare he. Of course he could have made her feel better… he was her boyfriend. Just being held by him used to make all her problems go away. "And you used to say that you loved _me_. Guess we're both good at saying things we don't mean."

"I caught the last act of your showdown with Nate. Good job, sticking up to him like that."

Blair let out a frustrated breath. First Dan, then Nate… now Chuck. Someone up there was having a laugh at her expense. "For the last time, _go away Chuck_."

"For the last time _Blair_, I can't!"

"Can't or won't? Tell me something; do you enjoy making me miserable? Do you enjoy seeing me in pain? Because that's all you've caused me the minute you left and came back into my life."

Chuck followed her, not easily deterred. "Come on Waldorf. Admit it. You like that I'm here with you."

Blair stopped in her tracks. She did like that he was still here with her. But she had to face reality. And the reality was that Chuck wasn't here to stay. He would finish was he came back to do and then fly out of her life once again. Only this time it was for good. "I liked having you here when it was permanent. I can't… I don't want to say goodbye to you. Not again."

"Hey Dan," Serena said as she caught up with her ex boyfriend/soon to be step brother. "I feel like I haven't seen you in the longest time! I mean, I see your dad and sister everyday since they moved into the penthouse, but you haven't been by."

Dan ducked his head. How could he explain to her that he decided to move there and stayed away because it was awkward? How could he explain it without looking like he was still in love with her? Because he wasn't. At least he thought he wasn't. "I've just been busy."

"Oh, I know. I always thought senior year was going to be a breeze. Well, I mean, it should have been, but I'm just trying to make up for the time I spent slacking off. What about you Mr. Number 1 at St. Jude's?"

Dan smiled. "I just got back from seeing my guidance counselor about the senior project. Did you know about that?"

"Uh-huh. But it's going to be a breeze. I mean, how hard is it to spend some time with someone and get to know them? I wish all my classes were like that. Plus, I'm paired with Jeremy Fitzgerald. I don't know him personally but people have told me he's pretty cool. Who'd you get paired up with?"

"Blair," he said through gritted teeth. How is it that out of 75 Constance Billard seniors he was lucky enough to be paired with Blair? Guess all those years busting his ass trying to make the top grades were for nothing. Especially since he heard from Dartmouth.

"Wow," Serena said through laughter. "I'm sorry… I'm not laughing at _you._ It's just… you and Blair have never seen eye to eye. Even when we were dating she couldn't stand you."

"Well, the feeling is mutual." Who cared if Blair didn't like him. It's not like she was at the top of the get to know list.

"I feel sorry for you," Serena said with sympathy in her voice.

"Why?" Dan asked. He knew Blair would be difficult to work with, but he figured her best friend would only have nice things to say about the girl.

"Because, she's a perfectionist. And a little bit controlling, okay a lot controlling. I can only imagine how the interview process would go between the two of you. You are both amazingly smart, but you go about it so differently. Blair studies and studies and studies until she knows _everything _about everything, but you… you study the process so you can understand things. Like I said… different. And trust me, she will give you such a hard time if you don't do things her way."

"I'm not one of her minions. I'm not just going to bow down to the power of Blair," he muttered miserably.

"It's your funeral," she said, partly joking, but mostly serious. "But enough about Blair. You applied for early admissions to Dartmouth right? Have you heard back?"

Dan paused. Had he heard back? Yes he did. They told him that while his application was impressive, they regretted to inform him that they were unable to offer him a spot for early admission, but he was more than welcome to apply for regular admission. Translation: No Humphrey has ever been to Dartmouth and your father didn't make the fortune 500 so you're shit out of luck. Better luck next time.

"I didn't get in."

"What?" Serena asked surprised, wondering how _he_ didn't get in and Nate did. Of course, she didn't mention the tidbit about Nate. "But you're at the top of your class and have some pretty incredible community service hours. You're a model student!"

Dan shrugged, just as confused as she was. "It's alright though. They said to apply for regular admissions." Although, he was contemplating whether he would or not. Why should he go through the grueling process again only to have his spot taken by some alumni's kid or by someone's daddy buying their way in?

"Yeah. Well, did you hear back from anywhere else?"

"I haven't applied anywhere else… at least not for early admissions. What about you? Where are you applying?"

Serena ducked her head and blushed. "Actually, Yale sent me a letter inviting me to come visit the school and a prospective students' mixer."

"Yale? That's great! I didn't even know you were thinking of Yale!"

"I wasn't actually. I haven't even sent an application or anything to them. It was weird, and I thought that they had the wrong student, but it's me. They actually want _me_ to come to their school."

Dan smiled at her. "Excited?"

"A little. But mostly scared. Blair's been going on and on about Yale, Harvard and Princeton and how they're this holy trinity of Ivy Leagues. Only the best of the best get in. I'm just wondering… why me? My grades are barely public school caliber, let alone an Ivy League."

Dan placed a reassuring hand on her shoulder. "You'll do great. I know you will."

Serena smiled in thanks. "You always know what to say to cheer me up. Oh look, there's Nate. Good luck with Dartmouth and Blair. I know you'll get in… and I hope you two won't end up killing each other."

"Nate, hey!" Serena flew into Nate's arms and gave him a kiss. "I missed you," she pouted as she played with his tie.

Nate chuckled at his girlfriend. She always had a flair for the dramatic. Not like Blair. Blair's type of dramatic meant the end of the world. Serena's was playful. "Well, we can't have that can we?"

Serena laughed as the playfully smacked him in the chest. "No making fun of me. So I got an interesting letter in the mail today."

"What?"

"An invitation to Yale's weekend mixer."

"Wait what?" Nate asked in disbelief as he stopped walking.

"You could be a little happy for me you know," she said in disappointment. She'd been so excited that Yale actually wanted her and she hoped her boyfriend would be as well.

"I'm happy for you Serena. I'm just… what about Blair?"

Serena had never been a jealous person. She'd never been insecure about her relationship with Nate, but as they talked about Yale, she began questioning whether her boyfriend was thinking about another person. Why couldn't he be happy for her? Why did he have to worry about Blair? Didn't he realize that this was a big deal for her? That this mattered to her as well? She may not have been preparing for a future at Yale like Blair had been since she was five, but that didn't mean she wasn't excited at the prospect of going!

"What about Blair?" she asked more angrily than she realized.

"Do you know what this is going to do to her?"

"What the hell are you talking about Nate? It's a stupid mixer, not an admissions letter," she said as she stomped away from him. Why the hell was he worrying about Blair's feelings when he should be celebrating with her?

Nate grabbed her arm before she could get away from him. "This is coming out completely wrong. You're beautiful, talented, and Yale was right in sending you an invitation. It's just… Blair…"

Serena cried in outrage. "I'm sure Blair got her own letter."

"And I'm sure she didn't. They've always sent one student from Constance a mixer invitation…"

"You don't know that," Serena whispered insecurely. If Nate was right, then this letter just sealed her fate in ever getting back on Blair's good side.

"Actually I do. Blair's been researching Yale since she could navigate the internet," he said with a smile that made Serena uncomfortable. "She knows the policies, who and what they're looking for and she's been working to be everything they want and more. She's also researched other Constance students that went to Yale. Only one student each year has been invited to that mixer."

"But… but that doesn't mean she won't get in. It's a stupid mixer. I'm sure it doesn't mean that much to her. Getting in means more to her than a mixer right?"

Nate shrugged his shoulders. "Maybe, maybe not. Listen, I know you're really hurt that Blair's cut you out of her life… I just think… I don't think going to that mixer will get you back into her good graces."

"So what are you saying? That I should reject the invitation so she could have it?" she asked in outrage. She thought he would be happy for her. This was Yale and they were interested in her.

"It's just a stupid mixer," he asked parroting her earlier words. "It's not a guarantee that you'll get in. I'm just saying that whether or not you go doesn't matter. But it matters to Blair."

Serena pulled away from Nate as though he'd burned her. It didn't matter to her? It _did_ matter to her. It mattered a whole lot and Nate was asking her to give it up, essentially give up her future for Blair.

"You're asking me to give up the mixer… for Blair?"

Nate scrubbed his hand over his face. He couldn't win this one. No he wasn't asking her to give up the mixer. He was asking her whether it was worth it or not, for her to lose Blair forever. Because that would happen if she found out Serena got the invitation and not her.

"No, just forget it. I'm happy for you!" he exclaimed as he pulled her into a hug. And he was happy for her, but it just didn't make sense. People were drawn to Serena like a magnet, but how could Yale have noticed when they didn't even meet her? And he'd spent just as much time researching this mixer as Blair had when they were together. He knew they always picked an outstanding student. Not that Serena wasn't smart, because she was. Her transcript just didn't show it, but she was so much more than just a transcript. She had so much more to offer than what her transcript showed.

"Is it here? Is it here?!" Blair called out excitedly as she entered her penthouse. She crossed the hallway to the grand foyer where the mail sat on the round center table. She leafed through the stack of mail and sighed. "No Yale."

"Yale Miss Blair?" Dorota said as she helped Blair out of her coat. "I thought they did not have the early admission."

Blair smiled at her maid and confidante. "They don't Dorota. But I've been waiting to hear about the prospective students' mixture and weekend tour. They send those letters out to students they've been watching. They usually send them to those poor students," she explained in disgust. "You know, the ones who do well in _public _school to try and better their lives so they can go to a good college. Yale loves a good sob story. It gets them in the news. They only send them to _one_ student from each private school. I'm sure I'll be that student this year."

Dorota smiled. "Of course Miss Blair. Who else would they invite to?"

"Who else indeed," she said as she made her way to the staircase. "I've done everything I can to get their notice. I've been heads of every committee that meant anything to Yale. I've maintained a 4.0 GPA and am the top student. I'm a shoe in for that mixer _and _a spot at the school."

She couldn't wait to get away from New York and be around her _real _peers: the students at Yale. Ever since she put on her father's Bulldog's sweater when she was five, she'd dreamed about going there. She didn't care that the sweater was ratty, old, and – she shuddered – had a _hood_. She loved that sweater.

But mostly she wanted to go there because it was the only place where she felt challenged. Harvard was too overrated with their pretentious students, all believing they were the best of the best, and Princeton felt too much like a _regular_ school to her. No, Yale was the best choice. It had a great curriculum, the history she loved and most importantly, no Serena, Nate, or Dan Humphrey to bother her. She would be free.


	3. Chapter 3

Chapter 3: Not Good Enough

"So, tell me something about your student," Ms. Parks asked as she glanced at her file. "Daniel Humphrey?"

Blair stared wide-eyed at her counselor. Dan Humphrey? What the hell did she know about…

"He lives in Brooklyn. He… he um, has a garage door in the middle of his room," she paused and thought of what else she knew about him. He reeks of poverty, she thought, but didn't voice aloud. Ms. Parks already looked unimpressed with her knowledge of all things Dan that she wasn't sure how she would take that "joke".

"He likes cheese… and meat."

"That is all? Three weeks worth of material and all you can tell me is his love of cheese and meat?"

"Together? He likes them together?"

Ms. Parks shook her head at Blair. "I'm disappointed in you Miss Waldorf. You are a model student, someone your peers look up to. How would this look on an application that you couldn't complete a simple task such as interviewing a fellow peer? How do you think Yale would respond to this?"

Yale, Blair thought. She needed to do this for Yale. It's been three weeks and she still hadn't heard back about the mixer. The mixer was two months away, and she had plenty of time to receive the invitation, but she couldn't help feeling something was wrong. Maybe it got lost in the mail?

"Miss Waldorf?" Ms. Parks said breaking Blair's thoughts on Yale. "Have you been listening to a word I've been saying?"

Blair sighed dramatically. "I'm sorry Ms. Parks. About this, and the project. I've just had a lot on my mind. About college admissions and such. And the Yale mixer. I've been thinking about that. I mean, I'm sure that I will be getting the invitation seeing as everyone who was first at Constance has gotten it before… I just… I don't know,"

Ms. Parks nodded in understanding. "I understand completely dear. This is a tough time for you seniors, having to get out applications, then worrying about acceptance. But I don't think you have anything to worry about. Any school would be lucky to have you."

Blair smiled. "Thank you Ms. Parks. It's just this mixer… I can't seem to concentrate on anything but my letter. I haven't gotten it yet. What if it got lost in the mail?" Blair would have felt bad for manipulating poor Ms. Parks, but this was Yale. She would do anything to get that mixer invitation and an admissions letter… anything.

Ms. Parks looked around to see if anyone was outside her door. "I'm usually not allowed to do this, but we have files from all the Ivy League schools in the country. We correspond with them about our students and we have a list of students they are interested in."

"Oh, Ms. Parks. I couldn't ask you to… would you know who they gave the mixer invitation to?"

As she pulled the Yale file out of her cabinet and scanned the contents, her face fell for the girl sitting in front of her.

"What is it?" Blair asked apprehensively. Surely it couldn't be anything too bad. The number one Constance student always got the invitation. Always!

"This mixer has nothing to do with admissions. We've had students who weren't invited to the mixer get into Yale, and conversely some who had been invited who weren't offered admission."

"I didn't get invited?" Blair asked in disbelief. How could this have happened? Yale was her destiny! She worked her ass off for 12 damn years to be the top of her class each year – even kindergarten! She deserved that mixer invitation more than anyone! It was probably Nelly Yuki she thought bitterly. Why couldn't her parents have been a minority like Nelly Yuki's?

"I'm sorry dear," she said sympathetically. "But this doesn't mean you won't get in."

Blair wanted to glare at Ms. Parks. Of course she would get in… there was no doubt about it. Yale would have to be stupid to pass her up. It just hurt that they didn't choose her for the mixer.

"You wouldn't be able to tell me who got the invitation would you?" So I can murder that bitch!

"I'm sorry Miss Waldorf. That's confidential."

"Of course. I'll just be going now." Blair walked out of Ms. Parks' office and tore down the hallway. She passed Nelly's locker where she was laughing with Kati and Is, grabbed her arm and roughly shoved her into the closest bathroom.

"Out!" she screamed to some freshmen who were hold court fighting over who was hotter: Nate Archibald or Orlando Bloom. Blair snorted to herself. Nate won by a landslide in her mind.

"Who the hell do you think you are Nelly?"

"What are you talking about?"

"You know damn right what I'm talking about! Yale! Yale is mine! The only reason they invited you to the mixer was to fill some sort of minority quota. Don't think that you're getting in because of some stupid invitation, because you're not. I'm number one here Nelly. Me."

Nelly glared at Blair. "For your information Blair. I didn't get an invitation from Yale. I didn't even express interest in Yale."

"But… but if I didn't get it… and you didn't get it, then who?" Blair asked baffled.

* * *

"So Mr. Humphrey, tell me what you learned about Miss Waldorf."

Dan swore under his breath. He didn't realize there was going to be a pop quiz on Blair. "She's uh… her… her name's Blair Waldorf. No relation to Waldorf Astoria…. At least I don't think," he chuckled hoping to get a laugh out of Mr. Stein. No such luck.

"She likes headbands?"

"Mr. Humphrey, we've been through this. This is not something you can procrastinate on, or not take seriously. This is your future we're talking about. I know that you're interested in Dartmouth. How do you think they would feel about a student not being able to complete a simple assignment?"

"You're right," Dan conceded. "I'll do better next time."

"I've heard back from Ms. Parks on Blair's progress. I think it would be best if we each saw you once a week to monitor your progress, until we both feel you can manage on your own."

"Of course Mr. Stein."

Dan walked out of the counselor's office with his head hung. How much worse could this year get?

"Hey man," Nate said as he bumped into Dan.

"Hey, I didn't see you there."

"How could you with your eyes focused on the floor?" Nate joked good-naturedly.

"Sorry. I have a lot on my mind. And to top it off, I just got scolded like a child by Mr. Parks about my senior project."

Nate winced. "I heard you're paired up with Blair. Good luck with that."

"Thanks. What are you doing here? Meeting about your senior project too?"

"No, actually, I'm picking up my Dartmouth package. They sent my early admission packet here instead of my house."

Dan took a step back. "You… you got into Dartmouth? Early admissions?"

"Yeah, pretty awesome huh?"

"Yeah, great... congratulations. Listen I've got to go." Apparently his year could get a whole lot worse.

* * *

"Mind if I sit down?" Serena asked. The Met steps were a sacred place for Blair and she wondered if maybe asking to sit down was the equivalent to poking a sleeping bear with a stick.

Blair rolled her eyes at Serena. It was just her luck that Serena bothered her as she plotted to find out who got the illusive Yale mixer invitation. "My feelings never mattered to you before, seeing as how you slept with my boyfriend, I hardly see how whether I want you to sit down or not should matter to you."

Serena took a calming breath. This was Blair's way of dealing, she told her. She'd been through a lot with Chuck gone. "I know you're angry."

"About you and Nate?" Blair scoffed. "Hardly. I know it's hard to believe but I don't care what you and Nate do, or don't do for that matter. Give each other STD's for all I care."

"About Chuck."

Blair angrily stared at Serena. "Don't you dare talk to me about Chuck."

"Blair… I just -"

"You just what Serena? Want to make it all better? Just leave me alone. That's what would make this all better. I don't have time to live in Serena's fantasy world of bars, drinking, and no future. I have a future to think about, a future at Yale. I'm not going to waste it away partying like I'm Paris Hilton, only to find my self in my 40s wondering where everything went wrong. If you'll excuse me."

Something in Serena snapped. She was sick of being regarded as a party girl, and someone who skated by on her looks and charm. She was sick of feeling like she didn't deserve Yale. She was smart too! That mixer invitation proved that. She wanted to prove to Blair that she was just as good as she was. "Funny thing, I got a letter from Yale a couple of weeks ago. An invitation, to be specific… to some mixer. Yale must think I have a future with them."

Blair stopped with her back to Serena. "You're lying," she said in a low voice.

"'Fraid not Blair," she said smugly. "You can come over and see it if you want. Don't you just love Yale's letterhead? It's so prestigious, and it makes you feel so special that they're sending _you_ a letter."

Blair stepped back onto the steps until she was step above Serena. "Who'd you have to sleep with to get the invitation? I knew you were a slut, but I didn't think that Yale would stoop so low. But it doesn't matter. The mixer doesn't matter. Because you know what Serena, you don't fit in at Yale. You'll never fit into that world. What makes you think that even if – and it's a big if – you get into Yale you'll actually survive it? You can barely manage the Constance curriculum, how do you think you'd fare at Yale? Now get out of my way."

Blair stomped off angrily, chanting to herself that she wouldn't cry. How could Serena get an invitation to the mixer and not her? She had a 4.0 perfect GPA, while she wasn't sure Serena's transcript had ever seen the number four, unless it was behind the decimal place. What the hell was wrong with the world?

As Blair sat on the bench in Central Park watching the ducks, she willed herself not to cry. She wouldn't cry over Serena. Not anymore. She wouldn't cry over the fact that once again Serena got something that she wanted. Something she worked so damn hard to get. Why couldn't she have things easy like Serena? Things just fell into her lap, while Blair was left behind, working her ass off trying to get those same things. The harder she tried to keep the tears at bay, the harder they came, until she couldn't fight anymore.

"Blair?" Nate said as he took a seat next to her.

Go away, she thought but didn't have the energy to voice. She'd told him to go away, she'd told everyone to go away but they never listened, so what was the point. "What do you want?" she asked as she wiped away her tears.

"I saw you here and thought you'd might like some company. Remember how we used to spend weekends here, feeding the ducks?"

Blair glared at Nate, wondering what the hell was he thinking bringing up the past. A past she'd like nothing more to forget. "Sure. Was this before or after you slept with Serena?"

Nate sighed. She'd never forgive him for that would she? "Are you ever going to forgive me for that?"

Blair pretended to think for a moment. "I don't know. Are you ever going to leave me alone?"

"You shouldn't be alone Blair. I know you miss Chuck. I miss him too."

She wasn't ready to talk about Chuck. Not when he was still lingering around. And she wasn't ready to have this conversation with Nate. So she didn't the only thing she could think of. She changed the subject. "Serena got the Yale invitation."

Nate grimaced. He should have known that this was what had Blair so upset. "I know."

Blair blinked back tears, but lost the fight. Sobs overtook her body. "I've worked so hard… so hard to get that stupid invitation. And they gave it to Serena. I'd understand Nelly Yuki, even that one girl Casey Roth. Hell, I'd understand if they gave it to Kati, but Serena?! Why her? Why does she always get everything… everything that I've worked for? Everything that I want?"

Nate took Blair into his arms and kissed her hair. "I know you're hurting sweetheart." And he could understand how she felt. She'd been talking about Yale and the mixer since they were freshmen. She'd done everything in her power to ensure that she would get both. "You can still get into Yale."

Blair snorted into his chest. "I don't care about Yale right now. This mixer. This mixer was the one thing…" she trailed off before she could finish. It was the one bright thing in her otherwise crappy life right now. She didn't have a best friend, she didn't have a boyfriend… and she didn't have Chuck. All the things that she started high school with were gone. How ironic that she started high school with those people and she was going to end it without all of them.

Nate cupped his hands on Blair's face and forced her to look at him. He hated seeing tears in her eyes. "Screw the mixer. Screw it. You're better than that Blair. You don't need some stupid mixer to get into Yale. And that's what matters right? When you're graduating from Yale, nobody's going to remember who went to the mixer and who didn't. They're going to remember who went to Yale… who graduated from Yale. And that's going to be you. You know it… I know it… Yale knows it."

Blair laughed at his attempts to cheer her up. "You're not so horrible at this you know?"

"What?" Nate smiled.

"Cheering people up," she replied.

"Got a smile out of you huh," he said with a wink. He put his arm around her as they both sat looking out towards the pond, both pondering what the hell was happening.

They were so caught up in their own little world they didn't notice Serena watch the intimate exchange. She knew that Blair and Nate were only friends… well, sort of friends, but she wasn't going to lie and say seeing them together didn't hurt.

"Sucks doesn't it?" Chuck asked. "To know that your boyfriend might have feelings or your best friend?"

Serena turned Chuck's way before she walked away sadly, not wanting to interrupt such an intimate moment. She'd heard what he said to Blair about Yale. Why couldn't he have said those things to her? Why couldn't he support her?

* * *

Chuck slid next to Blair once Nate left. "Go away Chuck," he said. "Save your energy Blair because you're going to need it."

"What the hell are you talking about?" she asked annoyed.

"No, what the hell are you doing? Nate, Blair? Are you fucking serious?"

Blair rolled her eyes. "This conversation's old."

"Then listen to me damn it! Don't go starting something up with Nate."

Blair scoffed. "You don't get to tell me what to do. You don't get to have jealous fits and expect me to cater to your every whim. You lost that right when you left me."

"I don't want to fight with you Blair," Chuck conceded.

"Then stop telling me what to do. Stop telling me not to talk to Nate. We were friends before we started dating."

Chuck sneered. "Friends? I don't think you two were ever friends."

"Well then we're starting to be friends."

"Do you still love him?" Chuck asked.

Blair narrowed her eyes at him. "You don't get to ask me that. You don't get to play the jealous boyfriend because 1) you're not my boyfriend, and 2) you don't love me."

"You want me to say it so badly? Fine. I love you Blair. Are you satisfied?"

"Not even close," she said through clenched teeth. "I don't want you to just say it. I want you to feel it. I need to feel loved by you Chuck. I know you don't understand it."

"So you didn't get the Yale invitation?" Chuck asked changing the subject. He didn't want to hurt her, and he knew he would if they went down the _love_ road again.

"No. Serena got it. Wait… how did you know about that?"

Chuck smirked. "I saw Serena when I got here. She saw your little tender moment with Nate and ran off. That should make you happy."

Blair frowned. It should have made her happy, but it didn't. She knew what it felt like to love Nate only to see him with someone else. Lucky for Serena, she didn't have to worry. Nate didn't have feelings for her. And she didn't have feelings for him… at least she didn't think she did.

"Actually, it doesn't make me feel better."

Chuck smiled. "Good. That means you just might be over Nate."

Blair rolled her eyes with a grin. "I was over Nate the moment you and I slept together in the back of your limo."

Chuck laughed at the memory. "Oh, I don't doubt you were only thinking of me in that limo, but you did go back to him the next day… or attempted to anyways."

Blair waved him off. "Moment of weakness… or stupidity… or both. Besides," she whispered seductively into his ear. "I came back to you Chuck. I will always come back to you."

"Blair, wait -"

"I want you Chuck," she said as she nipped his ear.

"I can't… we can't… God, stop for a second and let me think." Chuck blew out a breath and stood up, not trusting the little vixen to stop. "First of all, we're in a public place. I'm always up for a good exhibition, but somehow I doubt the people of New York will want to see… this. Second, you have to understand something." Chuck knew so he was about eye level with Blair and cupped her cheek.

"Second, this can't be anything more than this... then sex. I'm going to be leaving soon. I'm just here to finish some business and then I'm gone."

Blair shut her eyes, as she comprehended his words. He was here for the time being, but he was eventually going to leave. Could she risk it? Could she risk the inevitable hurt she was going to feel when he left? Could she take the heartbreak? "Yes," she whispered. She could take it because he was worth it. Because he was Chuck… her Chuck Bass.

* * *

"Hey Serena," Nate greeted as he placed a kiss on his girlfriend's cheek.

Serena smiled tightly. She didn't want to be a jealous girlfriend, but something about the scene today with Nate and Blair bothered her. "Where'd you go after school? I thought you might have wanted to get something to eat."

"Oh, you know, I had a lacrosse team meeting."

Serena stared at Nate for a moment. She wouldn't have cared that he was with Blair, but the fact that he was lying to her. What did that mean?

"Oh yeah? I um… I met up with Jeremy for our project. Isn't he on the lacrosse team with you?"

Nate paused for a minute wondering what he was going to say. He could easily have told her the truth. This was Serena. But something stopped him. Maybe he was scared, or maybe he just didn't want to take away from the moment he had with Blair. "It was a captain's meeting."

Serena nodded sadly. She had given him a chance to come clean, but he continued to lie. Now she knew he was keeping something from her, and she wasn't sure she wanted to know. "Did you want to come upstairs?"

Nate smirked knowingly. "Of course."

As they lie there in bed, Serena couldn't stop thinking about Nate and Blair. Why couldn't he just tell her that he'd been with Blair. It's shouldn't have been such a big deal. She could easily tell him she saw them together and ask him why he was lying about it. But she was scared. Scared to know the truth, so she swept it under the rug. She put her arms around him and kissed his chest. They were good together. They felt right together… right?

As he felt Serena's perfect lips on his chest he cursed himself for lying to her. He never lied to her. So why was he lying now?

"Nate?" she whispered to see of he was awake.

"I'm sorry," he apologized. "About before… with Yale and Blair. You shouldn't have to give something up that you want for her."

Serena smiled as tears came to her eyes. He finally got it. She shouldn't have to give anything up for Blair. Because she deserved this too. She may have not gotten a 4.0 for her whole high school career, but that didn't mean she wasn't smart too… that didn't mean she had just as much to offer as Blair had. "Thank you. Do you… do you think I'll do good.. there? At Yale?"

Nate sat up and regarded her. "Of course you'll do great. You're Serena van der Woodsen!" he teased. "But seriously, they'd be stupid not to love you. You're beautiful, and funny… and charming!"

Serena's face fell. What about smart Nate? "Is that it?" she asked tentatively.

Nate shrugged. "What else is there?"

Serena sighed heavily as he lay back on the bed. Maybe he really didn't get it.

* * *

Chuck lay next to Blair as he watched her sleep. What the hell was he thinking? This wasn't part of the plan… part of the deal. He was pretty sure sleeping with her wasn't part of the deal.

Screw it, he thought. He was a selfish bastard. This was worth it. She was worth it.

His chest tightened as he thought of her. Could he really leave her? Nope. He couldn't, but he had to, because she deserved better than him. Better than someone with no future. She was smart, driven, beautiful, and had everything going for her. And he… he had nothing. He _was_ nothing.

He lightly kissed her shoulder as he watched her serene face. "Why can't you see what you mean to me?"

Let me know what you guys think!


End file.
